EXHIBIT 23.4

                           CONSENT OF LEHMAN BROTHERS
                           --------------------------

     We hereby consent to the use of our opinion letter to the Board of
Directors of Palm Beach National Holding Company ("the Company") attached as
Appendix D to the Proxy Statement/Prospectus that is a part of The Colonial
BancGroup, Inc.'s Registration Statement on Form S-4 (the "Prospectus") and to
the references to our firm in the Prospectus under the headings "Summary - Our
Reasons for the Merger," "Fairness Opinion," "The Merger - Background and
Reasons for the Merger," "Fairness Opinion of Lehman Brothers Inc.," "Conditions
to Consummation of the Merger," "Appendix A - Agreement and Plan of the Merger,"
and "Appendix D - Fairness Opinion of Lehman Brothers Inc." In giving such
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder and we do not thereby admit that we are experts with respect to any
part of the Registration Statement under the meaning of the term "expert" as
used in the Securities Act.


                                           LEHMAN BROTHERS INC.

                                           By: /s/ Emma Bailey
                                              ------------------------------
                                              Name: Emma Bailey
                                              Title: Vice President



New York, New York
July 11, 2002